2000 (12) TMI 866

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....oard of directors and shareholders of Opus Software Solutions (P.) Ltd., Mumbai. According to the applicant, there are only six equity shareholders in the applicant-company and all the shareholders have read the copy of the scheme of amalgamation and granted their approval and consent to the scheme of amalgamation. The consent letters of all the equity shareholders of the applicant-company (transferor-company) giving their consent for the proposed scheme of amalgamation of the applicant-company with Opus Software Solutions (P.) Ltd., have also been filed. They have also expressed their consent for dispensing with the holding of a meeting of the shareholders of the applicant-company. Learned counsel appearing for the applicant submitted t....

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....e or arrangement is proposed between a company and its creditors, the court may, on the application of the company, order a meeting of the creditors or class of creditors or the members or class of members to be called, held and conducted in such manner as the court may direct. Though section 391 of the Companies Act employs the expression, "may", the expression has to be construed in the sense that the court has the full discretion to call for the meeting of the shareholders or refuse to call for a meeting and it is only in that sense the expression "may" in section 391 of the Act has been employed. In my view, the object of holding of a meeting of the shareholders is to ascertain their collective view either in favour of or against the....